EXHIBIT 10.1

                        WITS BASIN PRECIOUS MINERALS INC.
              SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION

                       UNITS OF COMMON STOCK AND WARRANTS



Wits Basin Precious Minerals Inc.
520 Marquette Avenue, Suite 900
Minneapolis, MN   55402

Ladies and Gentlemen:

      The undersigned represents that, if an individual, he/she is of legal age,
and hereby subscribes for _________________ "Units," each Unit consisting of one
(1) share of common  stock,  par value $0.01 per share (the  "Common  Stock") of
Wits Basin Precious Minerals Inc., a Minnesota corporation (the "Company"),  and
one-half (1/2) of one common stock purchase warrant (the "Warrants"). Each whole
common stock purchase  warrant is exercisable on or before December 31, 2006 for
one (1) share of common stock at a price of $0.25 per share (the  "Warrants" and
together with the Units, the "Securities").  The aggregate purchase price of the
Securities  shall be $_________  (the  "Purchase  Price").  The shares of Common
Stock underlying the Units shall be referred to herein as the "Shares."  Details
of this  Offering  are in the Term  Sheet,  attached  herewith as Exhibit A. The
undersigned   acknowledges  that  this  Subscription  Agreement  and  Letter  of
Investment Representations is contingent upon the acceptance in whole or in part
by the Company.


      THE UNDERSIGNED  ACKNOWLEDGES  THAT AN INVESTMENT IN THE COMPANY IS HIGHLY
SPECULATIVE,  INVOLVES  A HIGH  DEGREE  OF RISK AND  IMMEDIATE  DILUTION  AND IS
SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.


      This  subscription is made in connection with the Company's  offering (the
"Offering")  of a minimum of 1,000,000  Units (the  "Minimum")  and a maximum of
20,000,000  Units (the  "Maximum")  and is subject  to the  following  terms and
conditions:

      1.    RIGHT OF REJECTION.  This  subscription is made subject to the right
of the  Company  to reject any  subscription  in whole or in part.

      2.    PURCHASE  PRICE. In payment for the Units,  the  undersigned  hereby
delivers  the sum equal to the number of Units  purchased  (must be purchased in
even increments) multiplied by $0.10 (the "Purchase Price").


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<PAGE>


      3.    PAYMENT INSTRUCTIONS:

Payment for the Units shall be made by bank wire transfer,  certified cheque, or
bank draft (without  deduction of bank service charges or otherwise)  payable to
"Wits Basin Precious Minerals Inc" in US Dollars.  The entire subscription price
for all Units  must be paid at the time of  subscription.  In the case of a bank
wire transfer, funds should be wired to:

Bank:          Wells Fargo Bank Minneapolis, N.A., 90 So. 7th Street,
               Minneapolis, MN 55402
Routing #:     121000248
Account #:     1007325812
Account Name:  Wits Basin Precious Minerals Inc.
Bank Contact   John Hicks at 612.667.1619


      4.    REGISTRATION INSTRUCTIONS:

The  undersigned  hereby directs that the  certificates  representing  the Units
shall be delivered  as  indicated  above at the time of the closing and shall be
registered as follows:


--------------------------------------------------------------------------------
                                     (Name)


--------------------------------------------------------------------------------
                      (Address, City, Postal Code, Country)



      5.    DELIVERY  INSTRUCTIONS.  The  Company is  authorized  to deliver the
Units to:


--------------------------------------------------------------------------------
                                     (Name)


--------------------------------------------------------------------------------
                      (Address, City, Postal Code, Country)

Attention:
          ----------------------------------------------------------------------
                           (Contact and Phone Number)



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      6.    REPRESENTATIONS  AND  WARRANTIES  OF  SUBSCRIBER.   The  undersigned
acknowledges, warrants, and represents as follows:

            (a)   I have, either alone or with the assistance of my professional
                  advisor,  sufficient knowledge and experience in financial and
                  business  matters that I believe  myself capable of evaluating
                  the  merits  and risks of the  prospective  investment  in the
                  Units.

            (b)   I have obtained, to the extent I deem necessary,  professional
                  advice with respect to the risks inherent in investment in the
                  Units,  the  suitability  of the  investment  in  light  of my
                  financial  condition and investment  needs, and legal, tax and
                  accounting matters.

            (c)   I have  been  given  access to full and  complete  information
                  regarding the Company,  including without limitation:  (i) the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  December  31,  2003 filed  with the  Securities  and  Exchange
                  Commission (the "SEC"),  (ii) the Company's  Quarterly Reports
                  on Form 10-QSB for the quarters  ended March 31, 2004 and June
                  30, 2004, and (iii) the Company's Current Reports on Form 8-K:
                  dated  February 6, 2004 and filed on February 12, 2004;  dated
                  March 1, 2004 and filed on March 2, 2004;  dated May 17,  2004
                  and filed on May 17,  2004;  dated  May 28,  2004 and filed on
                  June 4, 2004;  dated June 10, 2004 and filed on June 14, 2004;
                  dated August 3, 2004 and filed on August 4, 2004; dated August
                  30, 2004 and filed on September 1, 2004;  dated  September 10,
                  2004 and filed on September  16, 2004;  and dated  October 13,
                  2004 and filed on October 15,  2004;  and have  utilized  such
                  access to my satisfaction to verify any information I may have
                  sought  relating to the Company and relevant to my  investment
                  decision.  I have been given the  opportunity  to discuss  all
                  material aspects of this transaction with  representatives  of
                  the Company and any  questions  asked have been answered to my
                  full satisfaction.

            (d)   I  recognize  that  investment  in the Units  involves  a high
                  degree of risk,  that the purchase of the Units is a long-term
                  investment,  that  transferability  and sale of the  Units are
                  restricted in many ways, and that I could sustain a total loss
                  of my investment.  I have carefully  reviewed the Risk Factors
                  in the  Company's  Annual  Report on Form 10-K,  the Company's
                  Quarter Reports on Form 10-QSB and the additional Risk Factors
                  attached hereto as Exhibit B.

            (e)   I am an  "Accredited  Investor"  as defined in Rule  501(a) of
                  Regulation D promulgated  under the Securities Act of 1933, as
                  amended (the "Securities  Act"). This  representation is based
                  on the following (check one or more, as applicable):

            ___   (1)   I have had an individual income in excess of $200,000 in
                        each of the two most recent  years or joint  income with
                        my spouse in excess of  $300,000 in each of the two most
                        recent fiscal years and reasonably  expect  reaching the
                        same income level in the current year; or

            ___   (2)   As of the date hereof, I (either individually or with my
                        spouse) have a net worth in excess of $1,000,000; or

            ___   (3)   I am a director or executive officer of the Company; or

            ___   (4)   The  undersigned  is a corporation  or  partnership  not
                        formed for the specific  purpose of acquiring  the Units
                        and has total assets in excess of $5,000,000.


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            ___   (5)   The undersigned,  if not an individual, is an entity all
                        of whose  equity  owners meet one of the tests set forth
                        in (1) through  (4) above (if  relying on this  category
                        alone,  each equity owner must  complete a separate copy
                        of this Agreement).

            (f)   I have  ____/have  not _____ used the  services of a purchaser
                  representative  in connection with this investment.  If I have
                  used a  purchaser  representative  I  have  received  a  fully
                  completed and executed Purchaser Representative Questionnaire.

            (g)   I am not relying upon the Company with respect to the economic
                  considerations  involved in  determining to make an investment
                  in the Units.

            (h)   I have no need for  immediate  liquidity  with  respect  to my
                  investments and have sufficient  income to meet my current and
                  anticipated obligations.  The total loss of the Purchase Price
                  being paid herewith would not cause  financial  hardship to me
                  and would not adversely  affect my current standard of living.
                  In addition,  my overall  commitment to investments  which are
                  not readily marketable is not disproportionate to my net worth
                  and my  investment  in the Units will not cause  such  overall
                  commitment to become excessive.

      7.    INVESTMENT PURPOSE OF SUBSCRIBER. I represent and warrant that it is
my intention to acquire the Units for my own account for investment purposes and
not with a view to resale in connection with any distribution thereof.

      In order to assure the Company that I have no present  intention to resell
or dispose of the Units, I hereby represent and warrant the following facts:

      (a)   I  am  domiciled  in  the  State  of  _____________  or  Country  of
            ______________  and  intend  to  receive  and hold the  Units for my
            personal account.

      (b)   I have no contract,  undertaking,  agreement or arrangement with any
            person or company to sell or  transfer  the Units to any such person
            or company or to have any such  person or company  sell the Units on
            my behalf.

      (c)   I am not aware of any occurrence,  event,  or circumstance  upon the
            happening  of which I intend to  transfer or sell the Units and I do
            not have any present intention to transfer or sell the Units after a
            lapse of any particular period of time.

      (d)   I have  been  informed  that in the  view of some  state  securities
            commissions,  a purchase now with an intent to resell,  by reason of
            any foreseeable specific contingency or anticipated change in market
            values,  or any change in the  condition of the Company,  or that of
            the industry,  or in connection  with a contemplated  liquidation or
            settlement  of any loan obtained for the  acquisition  of the Units,
            would  represent  a purchase  with an intent  inconsistent  with the
            representations  set forth  above,  and that such  state  securities
            commissions might regard such sale or disposition as a deferred sale
            with  regard  to  which  an  exemption  from   registration  is  not
            available.


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      (e)   I further  represent  and agree that if,  contrary to the  foregoing
            representations and warranties,  I should later desire to dispose of
            or  transfer  any of the  Units  in any  manner,  I shall  not do so
            without first  obtaining an opinion of counsel  satisfactory  to the
            Company  that such  proposed  disposition  or  transfer  may be made
            lawfully  without  the  registration  of the Units  pursuant  to the
            Securities Act and applicable state laws.

      8.    REGISTRATION STATUS OF SECURITIES. I understand that the Units to be
issued  hereunder  have not been  registered  under the  Securities Act or under
applicable state securities acts, on the grounds that the Units are being issued
in a transaction  involving a limited  group of  knowledgeable  investors  fully
familiar  with the  affairs  and  proposed  operations  of the  Company  and not
involving a public offering and that,  consequently,  such transaction is exempt
from registration under the Securities Act and state securities acts.

      In that regard,  I understand that the Units may not be sold,  transferred
or otherwise disposed of except pursuant to an effective  registration statement
or appropriate  exemption from registration under applicable state law and, as a
result,  I may be required to hold the Units for an  indefinite  period of time.
Except as  described  above,  I  understand  that the  Company has not agreed to
register the Units for distribution in accordance with the provisions of the Act
or state law,  and that the Company has not agreed to comply with any  exemption
under the Act or state law for the resale of the Units.

      I understand  that the Units have not been approved or  disapproved by the
Securities and Exchange Commission or any state securities commission.

      I acknowledge that the Company will rely on my representations herein as a
basis for the exemption from registration.  I agree to indemnify the Company for
and from any claim, liability, cost or expense,  including reasonable attorneys'
fees,  arising from any  unlawful  sale by me or offer by me to sell or transfer
any of the Units subscribed for hereby.

      I understand  that no  assurance  can be made that any of the Units can be
resold at any price. I understand that no  representations  or warranties of any
kind are  intended  nor  should any be  inferred  with  respect to the  economic
viability of this  investment or with respect to any benefits,  which may accrue
to  investment in the Company.  I understand  that the Company,  its  directors,
officers and employees,  do not in any way  represent,  guarantee or warrant any
economic gain or profit with regard to the business or that favorable income tax
consequences will flow therefrom.

      9.    LEGEND ON  CERTIFICATES  TO BE ISSUED.  I understand and acknowledge
that the certificates representing the Shares and Warrants subscribed for hereby
and to be issued by the Company upon acceptance of this Subscription  Agreement,
will contain substantially the following legend:

      "The Shares  represented by this Certificate has not been registered
      under the Securities Act of 1933, as amended,  or any state Blue Sky
      law. Such Shares have been acquired by the registered  holder hereof
      for his or her own account for  investment  purposes  and may not be
      sold,  transferred  or  otherwise  disposed  of  for  value,  except
      pursuant to registration under all applicable securities laws or the
      receipt by the  Company of an opinion of  counsel,  satisfactory  in
      form and substance to the Company, that registration is not required
      under such securities laws."


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<PAGE>


      10.   REGISTRATION   RIGHTS.   The  Company  agrees  to  file  a  "resale"
registration  statement (the  "Registration  Statement")  with the United States
Securities and Exchange Commission ("SEC") on an appropriate form and to include
therein the Common Stock included in the Units and the Common Stock  purchasable
by the  undersigned  upon the exercise of the  Warrants,  to allow the resale of
such  Securities  by the  undersigned,  and to use its best efforts to cause the
Registration Statement to become effective within ninety (90) days from the date
of issuance of the Securities.  In the event the Registration  Statement has not
been  declared  effective  by the SEC  within  ninety  (90) days  following  the
termination  of the Offering by the Company,  the Company  shall be obligated to
reduce  the  exercise  price of the  Warrants  from $0.25 per share to $0.10 per
share.  The Company shall bear all expenses and fees incurred in connection with
the preparation,  filing,  and amendment of the Registration  Statement with the
Commission,  except that the undersigned  shall pay all fees,  disbursements and
expenses  of  any  counsel  or  expert  retained  by  the  undersigned  and  all
underwriting  discounts and  commissions,  filing fees and any transfer or other
taxes relating to the Securities  included in the  Registration  Statement.  The
undersigned  agrees to cooperate with the Company in the  preparation and filing
of any Registration  Statement,  and in the furnishing of information concerning
the  undersigned  for  inclusion  therein,  or in any  efforts by the Company to
establish that the proposed sale is exempt under the 1933 Act as to any proposed
distribution.  The undersigned  understands that if the Company has not received
such information  requested by the Company in the Registration  Notice within 20
days after undersigned's  receipt thereof,  the Company shall have no obligation
to include any of undersigned's Securities in the Registration Statement.

      11.   REDEMPTION.  The Warrants shall be redeemable in whole at the option
of the Company for $0.01 per share in the event that (i) the average of the high
and low  trading  prices  is  equal to or  greater  than  $0.75  for at least 10
consecutive  trading  days  during  the  term  of  the  Warrants;   and  (ii)  a
registration  statement  enabling  the  resale of the Shares  (as  described  in
paragraph 8 above) has been declared  effective by the  Securities  and Exchange
Commission.  The  Company  shall  give the  undersigned  at least ten days prior
written  notice of its  intent to redeem  the  Warrants,  at the  address of the
undersigned as last recorded on the Company's records,  which notice shall state
the  record  date  fixed for the  redemption  and the place  designated  for the
surrender of the Warrants.  Following any such redemption,  the Warrants, unless
previously exercised, shall be null and void.

      12.   ADDITIONAL INFORMATION AVAILABLE. I acknowledge that the Company has
provided me with access to such other  information as I have deemed necessary or
important in my evaluation of the investment in the Units.

      13.   BINDING EFFECT. This Agreement shall be binding upon and shall inure
to the benefit of the parties  hereto and to the  successors  and assigns of the
Company  and  to the  personal  and  legal  representatives,  heirs,  guardians,
successors, and permitted assignees of the undersigned.

      14.   ENTIRE AGREEMENT.  This instrument  contains the entire agreement of
the parties,  and there are no  representations,  covenants or other  agreements
except as stated or referred to herein.

      15.   GOVERNING LAW. This Agreement  shall be governed by and construed in
accordance with the laws of the State of Minnesota.

                      Signature and acceptance page follows


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<PAGE>


I further  acknowledge that I have determined that an investment in the Units is
appropriate for me, in view of my overall financial condition.

Dated:______________, 2004.


_________________________________   ___________________________________
Signature                           Signature


_________________________________   ___________________________________
Name Typed or Printed               Name Typed or Printed


                                   ACCEPTANCE

      On behalf of Wits Basin Precious Minerals Inc., the undersigned authorized
officer  hereby  accepts  this  Subscription  and agrees to issue a  certificate
representing  _____________  Units  consisting  of Shares  of  Common  Stock and
Warrants to the foregoing subscriber.

Dated:__________________, 2004.

WITS BASIN PRECIOUS MINERALS INC.


By_____________________________________
  Name:________________________________
  Title:_______________________________




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                             SUBSCRIBER INFORMATION



______________________________________     _____________________________________
Name                                       Name


______________________________________     _____________________________________
Tax Identification or Social Security      Tax Identification or Social Security
Number                                     Number


_________________________________
_________________________________
_________________________________
Residence Address


_________________________________
_________________________________
_________________________________
Mailing Address (for registration
on books of the Company)


Type of Ownership (Check One):


|_|  Individual Ownership          |_|  Joint Tenants with right of Survivorship

|_|  Trust or Estate
     (Describe, and enclose        |_|  Tenants-in-Common (both parties
      authority)                        must sign)

|_|  Other (explain):________________
     ________________________________



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